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Vislink Technologies, Inc. – ‘10-Q’ for 6/30/20 – ‘EX-10.1’

On:  Thursday, 8/13/20, at 6:49pm ET   ·   As of:  8/14/20   ·   For:  6/30/20   ·   Accession #:  1493152-20-15597   ·   File #:  1-35988

Previous ‘10-Q’:  ‘10-Q/A’ on 6/18/20 for 3/31/20   ·   Next:  ‘10-Q’ on 11/12/20 for 9/30/20   ·   Latest:  ‘10-Q’ on 11/8/23 for 9/30/23   ·   11 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/14/20  Vislink Technologies, Inc.        10-Q        6/30/20   77:4.9M                                   M2 Compliance LLC/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    357K 
 2: EX-10.1     Material Contract                                   HTML     30K 
 3: EX-10.2     Material Contract                                   HTML     34K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     26K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     26K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     23K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     23K 
14: R1          Document and Entity Information                     HTML     50K 
15: R2          Condensed Consolidated Balance Sheets               HTML    113K 
16: R3          Condensed Consolidated Balance Sheets               HTML     41K 
                (Parenthetical)                                                  
17: R4          Condensed Consolidated Statements of Operations     HTML     83K 
                and Comprehensive Loss (Unaudited)                               
18: R5          Consolidated Statement of Changes in Stockholders'  HTML     96K 
                Equity (Unaudited)                                               
19: R6          Condensed Consolidated Statements of Cash Flows     HTML    143K 
                (Unaudited)                                                      
20: R7          Organization and Summary of Significant Accounting  HTML     70K 
                Policies                                                         
21: R8          Liquidity and Financial Condition                   HTML     30K 
22: R9          Intangible Assets                                   HTML     48K 
23: R10         Notes Payable                                       HTML     29K 
24: R11         Payroll Protection Program Loan                     HTML     25K 
25: R12         Leases                                              HTML     50K 
26: R13         Related Party Transactions                          HTML     36K 
27: R14         Derivative Liabilities                              HTML     38K 
28: R15         Stockholders' Equity                                HTML     93K 
29: R16         Commitments and Contingencies                       HTML     40K 
30: R17         Concentrations                                      HTML     26K 
31: R18         Revenue                                             HTML     43K 
32: R19         Rebates                                             HTML     24K 
33: R20         Subsequent Events                                   HTML     25K 
34: R21         Organization and Summary of Significant Accounting  HTML    104K 
                Policies (Policies)                                              
35: R22         Organization and Summary of Significant Accounting  HTML     36K 
                Policies (Tables)                                                
36: R23         Intangible Assets (Tables)                          HTML     54K 
37: R24         Notes Payable (Tables)                              HTML     28K 
38: R25         Leases (Tables)                                     HTML     51K 
39: R26         Related Party Transactions (Tables)                 HTML     32K 
40: R27         Derivative Liabilities (Tables)                     HTML     36K 
41: R28         Stockholders' Equity (Tables)                       HTML     85K 
42: R29         Commitments and Contingencies (Tables)              HTML     29K 
43: R30         Revenue (Tables)                                    HTML     40K 
44: R31         Organization and Summary of Significant Accounting  HTML     30K 
                Policies (Details Narrative)                                     
45: R32         Organization and Summary of Significant Accounting  HTML     30K 
                Policies - Schedule of Anti-Ailutive Potential                   
                Common Stock Equivalents (Details)                               
46: R33         Summary of Significant Accounting Policies -        HTML     27K 
                Schedule of Foreign Exchanges and Changes in                     
                Accumulated Comprehensive Income (Details)                       
47: R34         Liquidity and Financial Condition (Details          HTML     65K 
                Narrative)                                                       
48: R35         Intangible Assets (Details Narrative)               HTML     30K 
49: R36         Intangible Assets - Schedule of Intangible Assets   HTML     49K 
                (Details)                                                        
50: R37         Intangible Assets - Schedule of Capitalized         HTML     28K 
                Intangible Costs (Details)                                       
51: R38         Intangible Assets - Schedule of Amortization of     HTML     29K 
                Intangible Assets (Details)                                      
52: R39         Intangible Assets - Schedule of Estimated           HTML     38K 
                Amortization Expense for Intangible Assets                       
                (Details)                                                        
53: R40         Notes Payable - Schedule of Notes Payable           HTML     27K 
                (Details)                                                        
54: R41         Notes Payable - Schedule of Notes Payable           HTML     49K 
                (Details) (Parenthetical)                                        
55: R42         Payroll Protection Program Loan (Details            HTML     33K 
                Narrative)                                                       
56: R43         Leases (Details Narrative)                          HTML     47K 
57: R44         Leases - Schedule of Operating Lease Data           HTML     44K 
                (Details)                                                        
58: R45         Leases - Schedule of Future Minimum Rental          HTML     48K 
                Payments for Operating Leases (Details)                          
59: R46         Leases - Schedule of Lease Obligations Assumed      HTML     41K 
                (Details)                                                        
60: R47         Related Party Transactions (Details Narrative)      HTML     28K 
61: R48         Related Party Transactions - Schedule of Related    HTML     35K 
                Party Transactions (Details)                                     
62: R49         Related Party Transactions - Schedule of Related    HTML     24K 
                Party Transactions (Details) (Parenthetical)                     
63: R50         Derivative Liabilities - Schedule of Valuation and  HTML     43K 
                Warrants Exercisable (Details)                                   
64: R51         Derivative Liabilities - Schedule of Changes in     HTML     30K 
                Fair Value of Level 3 Financial Liabilities                      
                (Details)                                                        
65: R52         Stockholders' Equity (Details Narrative)            HTML    142K 
66: R53         Stockholders' Equity - Schedule of Warrant          HTML     44K 
                Outstanding (Details)                                            
67: R54         Stockholders' Equity - Schedule of Stock-Based      HTML     35K 
                Compensation (Details)                                           
68: R55         Stockholders' Equity - Schedule of Share-based      HTML     49K 
                Payment Award, Stock Options, Valuation                          
                Assumptions (Details)                                            
69: R56         Stockholders' Equity - Schedule of Stock Option     HTML     65K 
                Activity (Details)                                               
70: R57         Commitments and Contingencies (Details Narrative)   HTML     53K 
71: R58         Commitments and Contingencies - Schedule of         HTML     27K 
                Matching Contributions (Details)                                 
72: R59         Concentrations (Details Narrative)                  HTML     57K 
73: R60         Revenue - Schedule of Disggregation of Revenue      HTML     48K 
                (Details)                                                        
74: R61         Subsequent Events (Details Narrative)               HTML     30K 
76: XML         IDEA XML File -- Filing Summary                      XML    136K 
75: EXCEL       IDEA Workbook of Financial Reports                  XLSX    104K 
 8: EX-101.INS  XBRL Instance -- visl-20200630                       XML   1.69M 
10: EX-101.CAL  XBRL Calculations -- visl-20200630_cal               XML    181K 
11: EX-101.DEF  XBRL Definitions -- visl-20200630_def                XML    595K 
12: EX-101.LAB  XBRL Labels -- visl-20200630_lab                     XML   1.02M 
13: EX-101.PRE  XBRL Presentations -- visl-20200630_pre              XML    824K 
 9: EX-101.SCH  XBRL Schema -- visl-20200630                         XSD    177K 
77: ZIP         XBRL Zipped Folder -- 0001493152-20-015597-xbrl      Zip    146K 


‘EX-10.1’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 10.1

 

Vislink Technology, Inc.
Non-Employee Directors Compensation Policy

 

This Policy (the “Policy”) has been adopted by the Board of Directors (“Board”) of Vislink Technologies, Inc. (the “Corporation”) to document and memorialize the amount, timing and form of remuneration payable by the Corporation to its non-employee directors (“Non-Employee Directors”) in consideration for their services to the Corporation. The Policy is effective June 30, 2020 (the “Effective Date”).

 

Except as provided below, this Policy will apply to the remuneration payable to Non-Employee Directors on or after the Effective Date and will remain in effect until this Policy is modified, replaced or terminated by the Board.

 

The Non-Employee Directors remuneration will include each of the following:

 

1. Cash Compensation.

 

  (i) Annual Retainer. Each Non-Employee Director will receive an annual retainer in an amount equal to $30,000, payable in cash in equal monthly installments on the first business day of each calendar month provided that the Non-Employee Director must continue to serve as a member of the Board through the applicable payment date to receive such monthly installment payment.
     
  (ii) Board Chair Fee. In addition to the annual retainer described above, the non-executive Board chair, if any will receive an annual fee in an amount equal to $25,000, payable in cash in equal monthly installments on the first business day of each calendar month provided that the non-employee Board chair must continue to serve as the non-executive Board chair through the applicable payment date to receive such monthly installment payment.
     
  (iii) Annual Committee Membership Retainer. In addition to the annual retainer and Board chair fee described above, each member of a Board committee identified in the table below (other than the chair of such committee) shall receive an annual committee membership retainer in the amount set forth opposite the name of such committee in the table below, payable in cash in equal monthly installments on the first business day of each calendar month commencing on or after the date such Non-Employee Director was appointed to such committee, provided that the Non-Employee Director must continue to serve on such committee through the applicable payment date to receive such monthly installment payment.

 

Committee: 

Annual Committee

Membership Retainer:

 
Audit Committee:  $5,000 
Compensation Committee:  $4,000 
Nominating & Governance Committee:  $3,000 

 

  (iv) Annual Committee Chair Retainer. The chair of each Board committee identified in the table below shall receive the annual committee chair retainer in the amount set forth opposite the name of such committee, payable in cash in equal monthly installments on the first business day of each calendar month commencing on or after the date such Non-Employee Director was appointed as the chair of such committee, provided that the Non-Employee Director must continue to serve as chair of such committee through the applicable payment date to receive such monthly installment payment.

 

 C: 
   
 

 

Committee: 

Annual Committee

Membership Retainer:

 
Audit Committee:  $10,000 
Compensation Committee:  $7,500 
Nominating & Governance Committee:  $5,000 

 

  (v) Temporary Reduction in Amount of Cash Compensation. As of the Effective Date of this Policy and until such time as the Board determines to restore cash compensation to normal levels or otherwise change the amount of cash compensation payable, all cash compensation payments described above will be reduced by 40%.

 

2. Equity Compensation. Immediately following the annual meeting of the Corporation’s stockholders each year (commencing on the Effective Date), the Corporation will grant each Non-Employee Director an annual restricted stock award valued at $40,000 (an “Annual Equity Award”) based on the average daily closing price of the Corporation’s common stock during the 30 days preceding the grant date. Each restricted stock award granted to a Non-Employee Director shall vest on the earliest of (i) the one-year anniversary of the grant date, (ii) the close of business that is one business day prior to the Corporation’s next annual stockholder meeting following the grant date or (iii) a Change of Control of the Corporation (as defined in the Company’s 2016 Incentive Compensation Plan or any equity plan adopted by the Board to replace or supplant the 2016 Incentive Compensation Plan), in each case, provided that the grantee remains in continuous service as a Non-Employee Director through the applicable vesting date.

 

 C: 
  C: 2 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed as of:8/14/208-K
Filed on:8/13/208-K
For Period end:6/30/20
 List all Filings 


11 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/29/24  Vislink Technologies, Inc.        10-K/A     12/31/23   12:748K                                   M2 Compliance LLC/FA
 4/03/24  Vislink Technologies, Inc.        10-K       12/31/23  123:13M                                    M2 Compliance LLC/FA
 5/01/23  Vislink Technologies, Inc.        10-K/A     12/31/22   13:693K                                   M2 Compliance LLC/FA
 3/31/23  Vislink Technologies, Inc.        10-K       12/31/22  115:13M                                    M2 Compliance LLC/FA
 9/21/22  Vislink Technologies, Inc.        10-K/A     12/31/21   14:431K                                   M2 Compliance LLC/FA
 5/16/22  Vislink Technologies, Inc.        10-Q        3/31/22   81:8.7M                                   M2 Compliance LLC/FA
 5/02/22  Vislink Technologies, Inc.        10-K/A     12/31/21   12:654K                                   M2 Compliance LLC/FA
 3/31/22  Vislink Technologies, Inc.        10-K       12/31/21  123:12M                                    M2 Compliance LLC/FA
 5/17/21  Vislink Technologies, Inc.        10-Q        3/31/21   70:4.1M                                   M2 Compliance LLC/FA
 4/15/21  Vislink Technologies, Inc.        10-K       12/31/20  107:8.6M                                   M2 Compliance LLC/FA
11/12/20  Vislink Technologies, Inc.        10-Q        9/30/20   79:5M                                     M2 Compliance LLC/FA
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Filing Submission 0001493152-20-015597   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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